Exhibit 4.9

                                                                             1
------------------------------------------------------------------------------

                        National RMBS Trust 200[  ]-[  ]
                        Sale Agreement

Date:                   [                               ]

Parties:                NATIONAL AUSTRALIA BANK LIMITED
                        (ABN 12 004 044 937) having its registered
                        office at Level 24, 500 Bourke Street,
                        Melbourne Vic 3000 ("Seller")

                        [NAME AND ABN OF ISSUER TRUSTEE][address of
                        Issuer Trustee] in its capacity as trustee
                        of the National RMBS Trust 200[ ]-[ ]
                        ("Issuer Trustee")

Recitals:
                A.      The Issuer Trustee may acquire Mortgage
                        Loans from the Seller.

                B.      The parties to this agreement have agreed
                        that the terms and conditions for the
                        potential sale of Mortgage Loans will be the
                        terms and conditions set out in this
                        agreement and in any Offer to Sell.

Operative provisions:

1        Definitions and interpretation
------------------------------------------------------------------------------
Definitions

                1.1     The following words have these meanings in
                        this agreement, unless the contrary intention
                        appears:

                        Definitions Schedule means the deed called
                        "National RMBS Trusts Definitions Schedule"
                        dated [       ] and made between the companies
                        described in Schedule 1 to that deed (as
                        amended from time to time).

                        Supplemental Deed means the deed called
                        "National RMBS Trust 200[ ]-[ ] Supplemental
                        Deed" dated on or about the date of this
                        offer and made between (among others) the
                        Seller and the Issuer Trustee.

                        Trust means the National RMBS Trust 200[ ]-[ ].

Interpretation

                1.2     Except to the extent to which words and
                        phrases are otherwise defined in this
                        agreement, words and phrases defined in the
                        Supplemental Deed or, if not defined in that
                        deed, the Definitions Schedule shall bear the
                        same meaning in this agreement.  For the
                        avoidance of doubt, in the event of any
                        inconsistency between a definition in
                        this agreement and a definition in the
                        Supplemental Deed or the Definitions
                        Schedule, the definitions in this agreement
                        will prevail.  Any amendment to the
                        Definitions Schedule will only apply to this
                        agreement if made in accordance with the
                        Master Trust Deed.


<PAGE>


                                                                             2
------------------------------------------------------------------------------

                1.3     Clauses 1.2 to 1.5 (inclusive) of the
                        Definitions Schedule are incorporated in
                        this agreement as though they were set out
                        in full, with references to "deed" being
                        construed as references to "agreement".

                1.4     By executing this agreement, the Seller and
                        the Issuer Trustee agree that terms used in
                        any Transaction Document have the meaning
                        given to them in the Definitions Schedule.

2        Offer to sell Mortgage Loans
------------------------------------------------------------------------------
Seller may make offer
                2.1     The Seller may make an offer to sell Mortgage
                        Loans to the Issuer Trustee in accordance
                        with clause 2.2.

Requirements for an offer to sell Mortgage Loans
                2.2     An offer to sell Mortgage Loans must:

                        (a)     comply with, and be accompanied by the
                                materials required by, the terms of
                                this agreement;

                        (b)     be made by way of an Offer to Sell, as
                                executed by the Seller and delivered to the
                                Issuer Trustee; and

                        (c)     specify the Mortgage Loans the subject of
                                the Offer to Sell.

No obligation to offer or accept
                2.3     Nothing in this agreement obliges:

                        (a)     the Seller to sign and deliver any Offer to
                                Sell; or

                        (b)     the Issuer Trustee to accept any Offer to Sell
                                issued pursuant to clause 2.2.

Offer
                2.4     Once given, an Offer to Sell constitutes an offer by
                        the Seller to assign to the Issuer Trustee in equity
                        with effect from the relevant Acceptance Date the
                        Seller's right, title and interest in and to:

                        (a)     each Housing Loan comprising part of each
                                Mortgage Loan identified in the Offer to Sell;

                        (b)     each Mortgage and each Collateral Security in
                                relation to each such Housing Loan;

                        (c)     any Property Insurance in relation to the Land
                                which is referable to each Housing Loan and
                                Mortgage;

                        (d)     each Other Secured Liability which is in
                                existence from time to time in respect of each
                                Mortgage and each Collateral Security specified
                                in clause 2.4(b);

                        (e)     the Monetary Rights from time to time in
                                relation to each such Housing Loan; and




<PAGE>


                                                                             3
------------------------------------------------------------------------------


                        (f)     any Mortgage Title Documents from time to time
                                in relation to each such Housing Loan.

Acknowledgment
                2.5     The Seller acknowledges that, pursuant to section 166
                        of the Consumer Credit Code, it remains the credit
                        provider under the Mortgage Loans for the purposes of
                        the Consumer Credit Code despite any acceptance
                        by the Issuer Trustee of an Offer to Sell, unless and
                        until the Issuer Trustee perfects its legal title to
                        the Mortgage Loans under clause 6 in which case the
                        Issuer Trustee or its assignee (if applicable) will
                        become the credit provider.

3       Conditions precedent to issue of offer and acceptance by the Issuer
        Trustee
------------------------------------------------------------------------------
Conditions precedent to issue of offer
                3.1     The Seller must not make an offer in accordance with
                        clause 2 unless and until it has given to the Issuer
                        Trustee, in form and substance reasonably satisfactory
                        to the Issuer Trustee, the following:

                        (a)     a certified copy of the power of attorney under
                                which the Transaction Documents have been
                                (or, in relation to an Offer to Sell, will be)
                                executed by the Seller;

                        (b)     the number of Powers of Attorney (such number
                                to be notified by the Issuer Trustee to the
                                Seller from time to time) executed by the
                                Seller;

                        (c)     a legal opinion from Mallesons Stephen Jaques,
                                solicitors, addressed to the Issuer Trustee
                                (amongst others);

                        (d)     a letter addressed to the Issuer Trustee from
                                each provider of Lender's Mortgage Insurance
                                acknowledging the sale of the Mortgages; and

                        (e)     such other matters, acts or things as the
                                Issuer Trustee may reasonably request prior
                                to the date of this agreement.

Certification
                3.2     Anything required to be certified under this clause 3
                        must be certified by an Authorised Person of the
                        Seller as being true and complete as at a date no
                        earlier than the date of issue of an offer pursuant
                        to clause 2.

Benefit of the Issuer Trustee
                3.3     The conditions precedent set out in this clause 3
                        are for the benefit of the Issuer Trustee and any of
                        them may be waived by the Issuer Trustee in its
                        absolute discretion.



<PAGE>



                                                                             4
------------------------------------------------------------------------------


4        Acceptance of the Offer to Sell
------------------------------------------------------------------------------
                4.1     The Issuer Trustee may only accept an Offer to Sell
                        by paying the Purchase Price to the Seller in cleared
                        funds by no later than [ ] on the Acceptance Date.

Binding agreement
                4.2     Acceptance of an Offer to Sell by the Issuer Trustee
                        in accordance with clause 4.1 will constitute:

                        (a)     a legal, valid and binding agreement between
                                the Seller and the Issuer Trustee on the terms
                                contained in this agreement and the relevant
                                Offer to Sell; and

                        (b)     without any further act or instrument by the
                                parties, an immediate assignment in equity of
                                the Seller's entire right, title and interest
                                in each of the items referred to in clause 2.4
                                with effect from the relevant Acceptance
                                Date.

Transfer in equity only
                4.3     Unless otherwise specified, any sale, transfer or
                        assignment to the Issuer Trustee of the items referred
                        to in clause 2.4 is equitable only. Unless and until
                        the Issuer Trustee protects its title and interest in
                        and to such items in accordance with this agreement,
                        the Master Trust Deed and the relevant Supplemental
                        Deed, the Issuer Trustee must not:

                        (a)     take any steps to protect its title and
                                interest in and to those items; or

                        (b)     disclose any information in respect of any
                                sale, transfer or assignment, or give any
                                notice to, or communicate with, any Debtor or
                                Security Provider,

                        except in accordance with this agreement.  The Issuer
                        Trustee must not lodge any Transfer in respect of a
                        Mortgage with the land titles office of any State or
                        Territory of Australia unless, and until, the Issuer
                        Trustee declares that a Title Perfection Event has
                        occurred. The Issuer Trustee may lodge a caveat if it
                        has actual notice of the Seller taking action which
                        will, or is likely to, adversely affect the Issuer
                        Trustee's equitable ownership of the Housing Loan, the
                        Mortgage and the Collateral Securities.

Sale not to amount to assumption of obligations
                4.4     (a)     Any sale of Mortgage Loans to the Issuer
                                Trustee as contemplated by this agreement and
                                an Offer to Sell does not constitute an
                                assumption by the Issuer Trustee of any
                                obligation or liability of the Seller or of
                                any other person in relation to such Mortgage
                                Loans or any other item referred to in clause
                                2.4. In particular, the Seller retains the
                                obligation to make such further advances or
                                provide such other financial accommodation as
                                the Seller was required to make or provide
                                under such Mortgage Loans.



<PAGE>


                                                                             5
------------------------------------------------------------------------------



                        (b)     If, after the sale of any Mortgage Loans to
                                the Issuer Trustee, with the consent of the
                                Issuer Trustee, the cashflows or collections
                                in respect of those Mortgage Loans are
                                adjusted or renegotiated in any manner, the
                                Issuer Trustee is the person who is subject
                                to the renegotiated or adjusted terms, and
                                not the Seller.

Future Receivables
                4.5     Without limiting the effect of any assignment of the
                        items referred to in clause 2.4 occurring upon the
                        Issuer Trustee accepting an Offer to Sell in
                        accordance with this agreement, the Seller's right,
                        title and interest in respect of any such items
                        arising after the relevant Acceptance Date form part
                        of the rights assigned to the Issuer Trustee and,
                        immediately following the making of any additional
                        financial accommodation under a Mortgage Loan, vest
                        in the Issuer Trustee in accordance with the
                        assignment of those items pursuant to this agreement.

5        Representations and warranties
-----------------------------------------------------------------------------
General
                5.1     The Seller represents and warrants to the Issuer
                        Trustee that:

                        (a)     it has been duly incorporated as a company
                                limited by shares in accordance with the laws
                                of its place of incorporation, is validly
                                existing under those laws and has power and
                                authority to carry on its business as it is
                                now being conducted;

                        (b)     it has power to enter into and observe its
                                obligations under the Transaction Documents to
                                which it is a party and to carry out the
                                transactions contemplated by those documents;

                        (c)     each authorisation which is required in
                                relation to:

                                (i)     the execution, delivery and performance
                                        by it of the Transaction Documents
                                        to which it is a party and the
                                        transactions contemplated by those
                                        documents; and

                                (ii)    the validity and enforceability of
                                        those documents,

                                has been obtained or effected. Each is in full
                                force and effect. It has complied with such
                                authorisation and has paid all applicable fees
                                for each of them;

                        (d)     its obligations under the Transaction Documents
                                to which it is a party are valid and binding
                                and are enforceable against it in accordance
                                with their terms (subject to laws relating to
                                insolvency and creditors' rights generally);

                        (e)     the execution, delivery and performance by it
                                of the Transaction Documents to which it
                                is a party does not and will not violate in
                                any respect any material provision of:



<PAGE>


                                                                             6
------------------------------------------------------------------------------



                                (i)     any law, regulation, authorisation,
                                        ruling, consent, judgement, order or
                                        decree of any Governmental Agency;

                                (ii)    its constitution;

                        (f)     no Insolvency Event has occurred in respect
                                of it;

                        (g)     it does not enter into any Transaction Document
                                in the capacity of a trustee of any trust
                                or settlement; and

                        (h)     it benefits by executing each Transaction
                                Document to which it is a party.

Repetition
                5.2     The representations and warranties in clause 5.1 are
                        made by the Seller on the date of this agreement and
                        on the date each offer is made pursuant to clause 2
                        and on the relevant Acceptance Date for the relevant
                        offer.

Mortgage Portfolio
                5.3     The Seller represents and warrants to the Issuer
                        Trustee that the following will be true and correct
                        in relation to each Mortgage Loan specified in an
                        offer made pursuant to clause 2 as at the Acceptance
                        Date:

                        (a)     at the time the Seller entered into the
                                related Housing Loan, the related Mortgage,
                                the Loan Agreement and each Collateral
                                Security complied in all material respects
                                with all applicable laws;

                        (b)     the related Mortgage and each Collateral
                                Security have been or will be duly stamped;

                        (c)     the terms of the related Housing Loan, and
                                related Mortgage or Collateral Security, have
                                not been impaired, waived, altered or
                                modified in any respect, except by a written
                                instrument forming part of the Mortgage Title
                                Documents;

                        (d)     the related Housing Loan, related Mortgage and
                                any Collateral Security are enforceable in
                                accordance with their terms against the
                                relevant Debtor;

                        (e)     the Mortgage Loan is a Qualifying Mortgage
                                Loan, satisfying the requirements set out in
                                Annexure 1 to this agreement;

                        (f)     at the time the Seller entered into the related
                                Housing Loan, it did so in good faith;

                        (g)     at the time that the Seller entered into the
                                related Housing Loan, the Housing Loan was
                                originated in the ordinary course of the
                                Seller's business;



<PAGE>



                                                                             7
------------------------------------------------------------------------------


                        (h)     at the time the Seller entered into the
                                related Housing Loan, it had not received
                                any notice of the insolvency or bankruptcy
                                of the Debtor or that the Debtor did not
                                have the legal capacity to enter into the
                                Housing Loan;

                        (i)     the Seller is the sole legal and beneficial
                                owner of the Mortgage Loan and no Encumbrance
                                exists in relation to its right, title and
                                interests in the Mortgage Loan;

                        (j)     it holds all documents necessary to enforce
                                the provisions of, and the security created
                                by, the related Mortgage and each Collateral
                                Security;

                        (k)     it has not received notice from any person
                                that claims to have an Encumbrance ranking in
                                priority to or equal with the related Mortgage
                                or Collateral Security;

                        (l)     except if the Mortgage Loan is subject to a
                                fixed rate of interest at any time and except
                                as may be provided by applicable laws or any
                                Binding Provision, the interest payable on
                                the related Housing Loan is not subject to any
                                limitation and no consent, additional
                                memoranda or other writing is required from
                                the Debtor to give effect to a change in the
                                interest rate payable on the relevant Housing
                                Loan and any change will be effective on
                                notice being given to the Debtor in accordance
                                with the terms of the Housing Loan;

                        (m)     it is lawfully entitled to assign the
                                Mortgage Loan upon the terms and conditions
                                of the relevant Offer to Sell and no consent
                                to the sale and assignment of the Mortgage
                                Loan or notice of that sale and assignment is
                                required to be given by or to any person
                                including, without limitation, any Debtor;

                        (n)     upon the acceptance of the offer contained
                                in an Offer to Sell, beneficial ownership of
                                the Mortgage Loan will vest in the Issuer
                                Trustee free and clear of all Encumbrances; and

                        (o)     the sale of the Mortgage Loan will not be held
                                by a court to constitute a transaction at an
                                undervalue, a fraudulent conveyance or a
                                voidable preference under any insolvency laws.

Remedy
                5.4     (a)     If the Seller or the Issuer Trustee becomes
                                aware within 120 days after the Closing Date
                                ("Prescribed Date") that any representation or
                                warranty given under clause 5.3 in respect of
                                a Mortgage Loan is materially incorrect when
                                made or taken to be made (provided that if
                                either of those parties makes such a finding,
                                it must give such notice with all relevant
                                details to the other and each Current Rating
                                Agency within 5 Business Days of becoming
                                aware but in any event not later than 5
                                Business Days prior to the Prescribed Date)
                                and the Seller does not remedy the breach to
                                the satisfaction of the Issuer Trustee within
                                that period of 5 Business Days or any longer
                                period that



<PAGE>


                                                                             8
------------------------------------------------------------------------------



                                the Issuer Trustee permits, then without any
                                further action required by the Issuer Trustee,
                                the Issuer Trustee's interest in the Mortgage
                                Loan will, on the Prescribed Date, be
                                transferred to the Seller.  The Seller must
                                pay to the Issuer Trustee the Outstanding
                                Principal Balance of the Housing Loan which
                                comprises part of that Mortgage Loan as at the
                                Prescribed Date together with any accrued but
                                unpaid interest and any outstanding fees and
                                other amounts (excluding any Servicer's
                                Collections) due as at the Prescribed Date
                                under such Housing Loan.  The Issuer Trustee
                                will, however, retain all Collections received
                                in connection with such Housing Loan from the
                                Acceptance Date to the Prescribed Date.

                        (b)     If a representation or warranty given under
                                clause 5.3 in respect of a Mortgage Loan is
                                found or is notified by the Seller after the
                                Prescribed Date to be incorrect, the Seller
                                must pay damages to the Issuer Trustee for any
                                direct loss suffered by the Issuer Trustee as
                                a result.  The maximum amount which the Seller
                                is liable to pay is the Outstanding Principal
                                Balance of the Housing Loan which comprises
                                part of that Mortgage Loan at the time of
                                payment of the damages.  This is the Issuer
                                Trustee's only remedy for a breach of any
                                representation and warranty which is found
                                after the Prescribed Date.

                        (c)     If a breach of a representation or warranty
                                in relation to the Mortgage Loans occurs,
                                the Seller is obliged to pay damages to the
                                Issuer Trustee in accordance with clause 5.4(b)
                                within 14 Business Days of receipt of notice
                                from the Issuer Trustee.

6        Title Perfection Event
------------------------------------------------------------------------------
Title Perfection Event
                6.1     If a Title Perfection Event is subsisting, the Issuer
                        Trustee may by notice in writing to the Seller declare
                        that a Title Perfection Event has occurred.

Perfection of title
                6.2     If, and only if, a declaration is made by the Issuer
                        Trustee in accordance with clause 6.1 in respect of
                        the Trust, the Issuer Trustee, the Global Trust
                        Manager and the Seller must as soon as practicable
                        take all necessary steps to protect the Issuer
                        Trustee's interest in, and title to, the Mortgage
                        Loans forming part of the Assets of the Trust,
                        including:

                        (a)     the execution (where necessary, executed under
                                a Power of Attorney) and lodgment of Transfers
                                or caveats with the land titles office of the
                                appropriate jurisdiction;

                        (b)     give notice to the relevant Debtors and
                                Security Providers of the sale of the
                                relevant Mortgage Loans;

                        (c)     give notice of its interest in, and title to,
                                the relevant Mortgage Loans to any other
                                interested person; and



<PAGE>


                                                                             9
------------------------------------------------------------------------------



                        (d)     require each relevant Debtor to make all
                                payments in respect of the relevant Mortgage
                                Loans to the Collections Account.

Power of Attorney
                6.3     The Issuer Trustee must only use a Power of Attorney
                        to execute Transfers in respect of Mortgages forming
                        part of the Purchased Mortgage Loans and only then if
                        it has declared a Title Perfection Event in
                        accordance with clause 6.2.

Indemnity
                6.4     The Seller indemnifies the Issuer Trustee and each of
                        its successors and assigns against all loss arising
                        from, and any costs, damages, charges and expenses
                        incurred in connection with the Issuer Trustee
                        protecting its interest in, and title to, the Mortgages
                        forming part of the Purchased Mortgage Loans after a
                        Title Perfection Event has occurred, including all
                        registration fees, stamp duty, legal fees and
                        disbursements, and the cost of preparing and
                        transmitting all necessary documentation.

7        Costs, charges, expenses and indemnities
-----------------------------------------------------------------------------
Amounts payable on demand
                7.1     The Seller agrees to pay or reimburse the Issuer
                        Trustee on demand for:

                        (a)     the costs, charges and expenses of the Issuer
                                Trustee in connection with any consent,
                                approval, exercise or non-exercise of rights
                                (including, without limitation, in connection
                                with the contemplated or actual enforcement
                                or preservation of any rights under any
                                Transaction Document), waiver, variation,
                                release or discharge in connection with any
                                Transaction Document; and

                        (b)     Taxes and fees (including, without limitation,
                                registration fees) and fines and penalties in
                                respect of fees, which may be payable or
                                determined to be payable in connection with
                                any Transaction Document or a payment or
                                receipt or any other transaction contemplated
                                by any Transaction Document; and

                        including in each case, without limitation, legal
                        costs and expenses on a full indemnity basis or
                        solicitor and own client basis, whichever is the
                        higher.

Seller indemnity
                7.2     The Seller indemnifies the Issuer Trustee and each of
                        its successors and assigns against any liability or
                        loss arising from, and any costs, charges and expenses
                        incurred in connection with:

                        (a)     the payment, omission to make payment or delay
                                in making payment of an amount referred to in
                                clause 7.1;

                        (b)     any failure by the Seller to comply with its
                                obligations under a Transaction Document; or

                        (c)     a Title Perfection Event,

<PAGE>


                                                                            10
------------------------------------------------------------------------------


                        including, without limitation, liability, loss, costs,
                        charges or expenses on account of funds borrowed,
                        contracted for or used to fund any amount payable or
                        expense incurred under a Transaction Document and
                        including in each case, without limitation, legal
                        costs and expenses on a full indemnity basis or
                        solicitor and own client basis, whichever is the
                        higher.

8        Miscellaneous
------------------------------------------------------------------------------
Certificate
                8.1     A certificate signed by the Issuer Trustee or its
                        solicitors about a matter or about a sum payable to
                        the Issuer Trustee in connection with a Transaction
                        Document is sufficient evidence of the matter or sum
                        stated in the certificate unless the matter or sum is
                        proved to be false.

Exercise of rights
                8.2     The Issuer Trustee may exercise a right, power or
                        remedy at its discretion, and separately or
                        concurrently with another right, power or remedy.  A
                        single or partial exercise of a right, power or remedy
                        by the Issuer Trustee does not prevent a further
                        exercise of that or an exercise of any other right,
                        power or remedy.  Failure by the Issuer Trustee to
                        exercise or delay in exercising a right, power or
                        remedy does not prevent its exercise.  The Issuer
                        Trustee is not liable for any loss caused by the
                        exercise or attempted exercise of, failure to exercise,
                        or delay in exercising the right, power or remedy,
                        whether or not cause by the Issuer Trustee's
                        negligence.

Waiver and variation
                8.3     A provision of or a right created under this agreement
                        may not be waived or varied except in writing signed
                        by the party or parties to be bound.

Supervening legislation
                8.4     Any present or future legislation which operates to
                        vary the obligations of the Seller in connection with
                        this agreement with the result that the Issuer
                        Trustee's rights, powers or remedies are adversely
                        affected (including, without limitation, by way of
                        delay or postponement) is excluded except to the
                        extent that its exclusion is prohibited or rendered
                        ineffective by law.

Approvals and consent
                8.5     The Issuer Trustee may give conditionally or
                        unconditionally or withhold its approval or consent
                        in its absolute discretion unless this agreement
                        expressly provides otherwise.

Remedies cumulative
                8.6     The rights, powers and remedies provided in this
                        agreement are cumulative with and not exclusive of
                        the rights, powers or remedies provided by law
                        independently of this agreement.




<PAGE>



                                                                            11
------------------------------------------------------------------------------


9        Notices
------------------------------------------------------------------------------
How given
                9.1     A notice, approval, consent or other communication in
                        connection with a Transaction Document:

                        (a)     may be given by an Authorised Person of the
                                relevant party;

                        (b)     must be in writing;

                        (c)     must be marked for the attention of the person
                                referred to below; and

                        (d)     must be left at the address of the addressee,
                                or sent by prepaid ordinary post (airmail if
                                posted to or from a place outside Australia)
                                to the address of the addressee or sent by
                                facsimile to the facsimile number of the
                                addressee, or sent by e-mail to the e-mail
                                address of the addressee, or if the addressee
                                notifies another address, facsimile number or
                                e-mail address then to that address, facsimile
                                number or e-mail address.

                        The address and facsimile number of each party is:

                                The Seller:

                                Address:          Level 24
                                                  500 Bourke Street
                                                  Melbourne  Victoria  3000
                                                  Australia
                                Facsimile:        [61 3 8641 4927]
                                Attention:        [Company Secretary]

                                The Issuer Trustee:

                                Address:          [               ]

                                Facsimile:        [               ]
                                Attention:        [               ]
                                E-mail:           [               ]

Effective on receipt
                9.2     Unless a later time is specified in it, a notice,
                        approval, consent or other communication takes effect
                        from the time it is received.

When received
                9.3     A letter, facsimile or e-mail is taken to be received:

                        (a)     in the case of a posted letter, on the third
                                (seventh, if posted to or from a place outside
                                Australia) day after posting;

                        (b)     in the case of facsimile, on production of a
                                transmission report by the machine from which
                                the facsimile was sent which indicates that
                                the facsimile was sent in its entirety to the


<PAGE>


                                                                            12
------------------------------------------------------------------------------


                                facsimile number of the recipient notified
                                for the purpose of this clause; and

                        (c)     in the case of an e-mail, on receipt by the
                                sender of an e-mail from the recipient stating
                                that the e-mail was delivered in its entirety
                                and the contents and attachments of the e-mail
                                have been received.

                        However, if the time of deemed receipt of any notice
                        is not before 4.00 p.m. (local time at the address of
                        the recipient) on a Business Day it is deemed to have
                        been received at the commencement of business on the
                        next following Business Day.

10       Encumbrances and assignment
------------------------------------------------------------------------------
                        The Seller may not, without the consent of the Issuer
                        Trustee, create or allow to exist an Encumbrance over
                        or an interest in any Transaction Document or assign
                        or otherwise dispose of or deal with its rights under
                        any Transaction Document. The Issuer Trustee at any
                        time may do any of these things as the Issuer Trustee
                        sees fit provided that it notifies the Seller of any
                        such action as soon as reasonably practicable.

11       Governing law, jurisdiction and service of process
------------------------------------------------------------------------------
Governing law
                11.1    This agreement is governed by the law in force in the
                        Australian Capital Territory and the rights,
                        liabilities and obligations of the Seller and the
                        Issuer Trustee are governed by the laws in force in
                        the Australian Capital Territory.

Jurisdiction
                11.2    Each party irrevocably and unconditionally submits to
                        the non-exclusive jurisdiction of the courts of the
                        Australian Capital Territory and courts of appeal
                        from them.  Each party waives any right it has to
                        object to an action being brought in those courts
                        including, without limitation, by claiming that the
                        action has been brought in an inconvenient forum or
                        that those courts do not have jurisdiction.

Service
                11.3    Without preventing any other mode of service, any
                        document in an action (including, without limitation,
                        any writ of summons or other originating process or
                        any third or other party notice) may be served on any
                        party by being delivered to or left for that party at
                        its address for service of notices under clause 9.

12       Counterparts
------------------------------------------------------------------------------
                        This agreement may consist of a number of counterparts
                        and the counterparts taken together constitute one and
                        the same instrument.

EXECUTED as an agreement.


<PAGE>


                                                                            13
------------------------------------------------------------------------------

Execution page
------------------------------------------------------------------------------

SIGNED by [                ]            )
as attorney for NATIONAL                )
AUSTRALIA BANK LIMITED                  )
under power of attorney dated           )
                                        )
in the presence of:                     )
                                        )
...............................          )
Signature of witness                    )
                                        )
...............................          )
Name of witness (block letters)         )
                                        )
...............................          )    .............................
Address of witness                      )    By executing this agreement the
                                        )    attorney states that the
..............................           )    attorney has received no notice
Occupation of witness                   )    of revocation of the power of
[                              ]        )    attorney




SIGNED by                               )
as attorney for [NAME OF ISSUER         )
TRUSTEE] LIMITED  under power of        )
attorney dated in the presence of:      )
                                        )
...............................          )
Signature of witness                    )
                                        )
...............................          )
Name of witness (block letters)         )
                                        )
...............................          )    .............................
Address of witness                      )    By executing this agreement the
                                        )    attorney states that the
..............................           )    attorney has received no notice
Occupation of witness                   )    of revocation of the power of
                                        )    attorney





<PAGE>


                                                                            14
------------------------------------------------------------------------------
Annexure 1              Qualifying Mortgage Loans
------------------------------------------------------------------------------
                        A Mortgage Loan is a Qualifying Mortgage Loan if, at
                        the time it is identified in an Offer to Sell, it
                        satisfies the following eligibility criteria:

                        (a)     it is due from a Qualifying Debtor;

                        (b)     it is repayable in Australian dollars;

                        (c)     the term of the related Housing Loan does not
                                exceed 30 years;

                        (d)     it is freely capable of being dealt with by
                                the Seller as contemplated by this agreement
                                and any Offer to Sell;

                        (e)     each related Housing Loan is secured by a
                                Mortgage over Land which is either:

                                (i)     a first ranking mortgage; or

                                (ii)    a second ranking mortgage where:

                                        (A)     there are two mortgages over
                                                the Land securing the Mortgage
                                                Loan and the Seller is the
                                                first mortgagee; and

                                        (B)     the first ranking mortgage is
                                                also being acquired by the
                                                Issuer Trustee;

                        (f)     the Land subject to a Mortgage has erected on
                                it a residential dwelling which is not under
                                construction;

                        (g)     each Mortgage Loan is, or will by the Closing
                                Date be, insured under a Mortgage Insurance
                                Policy;

                        (h)     no Housing Loan is a Defaulted Housing Loan
                                as at the relevant Cut-Off Date;

                        (i)     no Housing Loan was made to an employee of the
                                Seller or its affiliates with a concessional
                                rate of interest;

                        (j)     each Housing Loan is fully drawn (other than
                                to the extent to which redraws are available
                                to the Debtor under such Housing Loan) at the
                                Acceptance Date;

                        (k)     it has a total principal amount outstanding of
                                no more than A$[                    ],000 as
                                at the Cut-Off Date; and

                        (l)     it is scheduled to mature at least 1 year
                                prior to the Final Maturity Date of the Notes;

                        (m)     [insert other eligibility criteria, if any].





<PAGE>




               ------------------------------------------------
                                    Dated






                              National RMBS Trust
                                  200[ ]-[ ]
                                Sale Agreement
                        National Australia Bank Limited
                                  ("Seller")
                           [Name of Issuer Trustee]
                              ("Issuer Trustee")






                           Mallesons Stephen Jaques
                                  Solicitors

                            Governor Phillip Tower
                                1 Farrer Place
                                Sydney NSW 2000
                          Telephone (61 2) 9296 2000
                          Facsimile (61 2) 9296 3999
                                 DX 113 Sydney
                                 Ref: AAV/SRF



<PAGE>




                                                                             1

Contents                Sale Agreement
------------------------------------------------------------------------------

                        1       Definitions and interpretation              1


                        2       Offer to sell Mortgage Loans                2

                                Offer                                       2
                                Acknowledgment                              3

                        3       Conditions precedent to issue of offer and
                                acceptance by the Issuer Trustee            3

                                Certification                               3
                                Benefit of the Issuer Trustee               3

                        4       Acceptance of the Offer to Sell             4

                                Binding agreement                           4
                                Transfer in equity only                     4
                                Sale not to amount to assumption of
                                        obligations                         4
                                Future Receivables                          5

                        5       Representations and warranties               5

                                General                                      5
                                Repetition                                   6
                                Mortgage Portfolio                           6
                                Remedy                                       7

                        6       Title Perfection Event                       8


                        7       Costs, charges, expenses and indemnities     9

                        8       Miscellaneous                               10

                                Certificate                                 10
                                Exercise of rights                          10
                                Waiver and variation                        10
                                Supervening legislation                     10
                                Approvals and consent                       10
                                Remedies cumulative                         11

                        9       Notices                                     11

                                How given                                   11
                                Effective on receipt                        11
                                When received                               11

                       10       Encumbrances and assignment                 12


                       11       Governing law, jurisdiction and
                                        service of process                  12

                                Governing law                               12
                                Jurisdiction                                12
                                Service                                     12

                       12       Counterparts                                13


                       Annexure 1        Qualifying Mortgage Loans          15